INTELLIGENT CONTACTS
INTELLIGENT PAYMENTS SERVICE AGREEMENT

(Last Updated 10/01/2013)

This Intelligent Negotiator Agreement (“Agreement”) is an agreement between you and/or your company (“Client”) and Intelligent Contacts Inc. (“IC”) It describes the Services provided by Intelligent Contacts and explains all of the terms that govern your use of the Intelligent Negotiator services. PLEASE READ THIS AGREEMENT CAREFULLY.

INTRODUCTION

This Agreement provides the Client with a license to access the Intelligent Contacts Payment Solutions including interactive, online payment systems subject to the terms and limitations set forth in this agreement.  These services include technology solutions commonly referred to as:

Intelligent Payments IVR
Intelligent Contacts Payment IVR
EasyPaymentNow
EasyPaymentLater
Intelligent Negotiator
Text to Pay

The Agreement encompasses and refers to the following Schedules:

Schedule A: Service Order – this is an individual client-specific document which lists requested services and detailed pricing of ordered services

Client agrees that the Schedule(s), and any other product specific agreements or related documents executed by Intelligent Contacts and the Client in connection with this Agreement, whether in original form or as may be amended in writing from time to time, are hereby made an integral part of this Agreement.

1. License
IC hereby grants to Client, and Client hereby accepts, subject to the terms and conditions of this Agreement, a non-exclusive, non-transferable and non-assignable license, without the right to sublicense, to use the System, while hosted by IC, and to permit End-Users to access the System through the Internet, for use solely in connection with the collection of consumer debt, business debt, and related online payment and account services within the United States of America. An “End-User” is any one of Client’s customer accounts whose required account information is provided to IC by Client.

2. Software
All software used in connection with the System shall be hosted by IC at a secure facility. IC shall provide a browser based client-side application this may include Intelligent Negotiator Administrative access, Intelligent Payments Merchant Gateway, and similar access (“IC Client Portal”) to act as a management console and allow administrative access by Client to the System. The foregoing license grant is personal to Client and shall not include any affiliates, subsidiaries or other related parties of Client, unless this Agreement expressly provides otherwise. Except for such rights expressly granted to Client herein, no license, right, title or interest in or to any intellectual property of IC is granted hereby.

3. Client Responsibilities
Upon transfer of the required account information to IC, Client shall take reasonable actions to contact the End-User on each such account to (a) advise End-User of the availability of the System to resolve the End-User’s account, (b) encourage the End-User to utilize the System. Client agrees to provide IC with new accounts during each calendar month (or portion thereof) following the date of this Agreement. Client shall be solely responsible for soliciting End Users and driving End User traffic to the website.

Client shall be solely responsible for establishing settlement parameters within interactive payment solutions such as Intelligent Negotiator. Client agrees to be bound by any settlement within the settlement parameters it provides to IC, subject to all payments being made in accordance with the terms of such settlement. Client agrees to hold IC harmless from any and all costs, damages, expenses, and losses, including, without limitation, reasonable attorneys’ fees, IC may incur as a result of, or arising from, claims related to the System settling an account within the settlement parameters provided by Client. Client represents and warrants to IC that its trademarks and logos do not and will not infringe the rights of any third party.

4. Fees
Client shall pay to IC the fees (collectively, the “Fees”) identified on, and in accordance with the payment schedule in, the Pricing Schedule attached hereto. Unless otherwise stated in this agreement, all “setup fees” are due upon the execution of this agreement and recurring monthly fees begin as soon as the standard Intelligent Negotiator website is provisioned for and made available to the Client. All monthly fees are based on availability of the Intelligent Negotiator web portal alone and not based on usage, payments, hits, or web traffic to the site. Each party shall be responsible for any and all taxes due, assessments or other charges of any kind that may be imposed upon it by any governmental taxing authority. In no event shall IC’s liability to Client exceed the amount of Fees actually received by Client.

5. Confidentiality and Non-Disclosure

Confidential Information. During the course of performance of their obligations under this Agreement, each party may disclose confidential and proprietary information and data to the other party (“Confidential Information”). The parties acknowledge that the Confidential Information of Client contains personally identifiable private financial information of Client’s Customers, and such information is subject to the Gramm-Leach-Bliley Act. Confidential Information shall also include custom settlement parameters in the IC Back Office, settlement business logic, algorithms, and formulas used in the calculation and presentation of system generated settlement offers.

Non-Disclosure. Except as authorized in this Agreement, the Parties will not disclose any Confidential Information and will not use the Confidential Information for its own benefit or gain, or to adversely affect the business or operations of the Disclosing Party or any of its affiliates. Each party will use reasonable care to protect the other’s Confidential Information from unauthorized dissemination (but in all cases neither party will use less care than it would use to protect its own Proprietary and trade secret confidential information) and shall not disclose any Confidential Information to any persons, other than employees and agents with a need to know, without the prior written consent of the disclosing party. The Receiving Party shall not copy or reproduce Confidential Information except as performing secure data backups and as reasonably required for providing services in this Agreement.

Unauthorized Use. Unauthorized use or disclosure of the Confidential Information may cause irreparable harm to the disclosing party, and the receiving party agrees that the disclosing party shall have the right to seek injunctive relief to enforce the terms of this Agreement without the necessity of posting bond or demonstrating lack of adequate remedy at law. The foregoing restrictions shall not apply to any information which, (i) at the time of disclosure, is in the public domain or which, after disclosure, becomes part of the public domain by publication or otherwise through no action or fault of the receiving party; (ii) information which the receiving party can show was in its possession at the time of disclosure and was not acquired, directly or indirectly, from the other party; (iii) information which was received from a third party having the legal right to transmit the same; (iv) information which is independently developed, conceived, or created without use of or reference to any Confidential Information; (v) information which is disclosed pursuant to valid court order or other legal process; or (vi) information that is transmitted by IC to Receivers upon Client’s instruction or direction. Neither this provision, nor this Agreement shall replace or limit the terms, requirements, or protections of any written, duly executed, Mutual Non-Disclosure or similar agreement now or in the future existing between IC and Client.

Required Disclosure. If a party is required by law to disclose any Confidential Information, it will, sufficiently in advance in order to permit the other party to take steps to prevent such disclosure, promptly notify the other party and prior to any disclosure shall consult with and assist the other party in obtaining a protective order or other appropriate remedy. In any event, such party will disclose only that portion of the Confidential Information which is legally required.

Return of Confidential Information. Upon request by a Disclosing Party at any time, the Receiving Party will promptly return to the requesting party or destroy, the original and all copies of all non-oral Confidential Information and will, upon request, certify in writing to the requesting party as to its compliance with this paragraph.

No Grant of Rights. All Confidential Information furnished by the Disclosing Party to the Receiving Party shall remain the property of the Disclosing Party. Nothing in this Agreement shall be construed to grant to a party any right, license or otherwise, either express or implied, under any patent, copyright, trademark, trade secret or other intellectual property owned, used or licensed by the other party or any of its affiliates.

Statistical and Analytical Use. Aggregated debtor account information and System transaction data (in each case, that do not contain any personally identifying information) shall not be deemed confidential information and IC shall be permitted to use such information for purposes of benchmarking, evaluating and demonstrating results and other uses.

6. Business Activities
IC provides hosted software, integration for payment processing, and related technical services. IC has not represented itself to Client as a debt collector nor has IC offered to perform the services of a debt collector. To the extent Client’s activities may be subject to debt collection or similar laws or regulations, whether state or federal, compliance with such laws or regulations shall be the sole responsibility of Client.

7. Term
The term of this agreement shall be for the period defined in the Service Order, (the “Term”), provided that Client is not in material breach of any term or condition of this Agreement, unless Client notifies IC that they do not wish to continue the service 30 days prior to the anniversary date of this agreement, the agreement shall automatically renew for successive terms equal to the initial term in the Service Order. If no term is specified, the term shall be in one (1) month increments.

8. Mutual Indemnification
IC and Client hereby agrees to defend and indemnify and hold each other harmless from any and all claims, losses, damages, complaints, or expenses, including reasonable attorney’s fees and all expenses resulting from claims of third parties arising out of or incident to this Agreement and absent a related, material breach of this Agreement.

9. General Provisions

Entire Agreement. This Agreement is the entire and exclusive agreement between IC and Client. Any amendments to this Agreement must be in writing and signed by both parties.
Severability. If any provision of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.
Business Relationship. Nothing contained herein shall constitute a partnership, joint venture, association or principal and agent relationship or be construed to evidence the intention of the parties to constitute such.
Force Majeure. Neither party shall be in breach of this Agreement to the extent performance of its obligations hereunder is prevented due to an event of force majeure (including fire, earthquake, epidemic, war, riot, act of terrorism, civil disturbance, act of public enemy, embargo, act of God, or disruption of electrical power or telecommunications systems, including the internet, resulting directly or indirectly from causes outside the reasonable control of IC). This provision shall not apply to Client’s obligations to pay undisputed Fees under this Agreement.
Survivability. Confidentiality requirements and non-disclosure in Section 5 of this agreement and any obligations for payment of money due or owed at the time of termination, will survive any termination of this Agreement
Titles. The clause and section headings and similar items set forth in this Agreement are not intended to affect the importance, meaning, content or scope of this Agreement or of any clause or section.
Assignment. Except to an affiliate or other entity owning or controlling more than a 50% interest in the assignor, neither party may assign this Agreement without the other party’s consent, which shall not be unreasonably withheld. This Agreement shall bind and inure to the benefit of the Parties’ successors and assigns.
Notice. All notices to be given by one party to the other by this Agreement will be sent by either certified mail, return receipt requested or national overnight courier service to the address of record.
Governing Law. This Agreement is governed by the laws of the State of Texas.
Execution of Agreement. This Agreement shall be effective the earlier of the execution of the Service Order or first usage of the Services.

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